SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 8-K

                                 CURRENT REPORT
                       PURSUANT TO SECTION 13 OR 15(d) OF
                       THE SECURITIES EXCHANGE ACT OF 1934

                Date of Report (Date of earliest event reported):

                                January 31, 2002

                               Aphton Corporation
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             (Exact name of registrant as specified in its charter)

<TABLE>
<S>                                       <C>                                      <C>
              Delaware                                  0-19122                               95-3640931
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   (State or Other Jurisdiction of              (Commission File Number)            (I.R.S. Employer Identification
           Incorporation)                                                                       Number)
</TABLE>

          444 Brickell Avenue, Suite 51-507, Miami, Florida 33131-2492
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               (Address of principal executive offices) (zip code)

                                 (305) 374-7338
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              (Registrant's telephone number, including area code)


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          (Former name or former address, if changed since last report)
<PAGE>

ITEM 5.  OTHER EVENTS.

     On January 31, 2002, Aphton Corporation (the "Company")  announced that the
SEC  declared  its  registration  statement  on Form S-3  effective  to sell 1.5
million  shares of common stock.  The proceeds of the financing will be used for
general corporate  purposes,  including to fund the Company's  on-going clinical
trials and operations.

     A registration  statement  relating to these securities has been filed with
and declared  effective by the  Securities and Exchange  Commission.  This press
release shall not constitute an offer to sell or the solicitation of an offer to
buy, nor shall there be any sale of these  securities in any state in which such
offer,  solicitation  or sale  would  be  unlawful,  prior  to  registration  or
qualification under the securities laws of any such state.

     The Company is a biopharmaceutical company in one Phase III and three Phase
II  clinical  trials  developing  products  using  its  innovative  vaccine-like
technology for neutralizing hormones that participate in gastrointestinal system
and reproductive system cancer and non-cancer  diseases;  and for the prevention
of pregnancy.  The Company has several strategic  alliances  including strategic
alliances with Aventis Pasteur (NYSE:AVE - news) and GlaxoSmithKline (NYSE:GSK -
news).


ITEM 7.  EXHIBITS.

         (a)  Financial statements and pro forma financial information.

              None.

         (b)  Exhibits.

              99.1  Text of Press Release of the Company dated January 31, 2002.
<PAGE>

                                   SIGNATURES

     Pursuant to the  requirements  of the  Securities and Exchange Act of 1934,
the  registrant  has duly  caused  this report to be signed on its behalf by the
undersigned hereunto duly authorized.

                                   APHTON CORPORATION
                                   (Registrant)

                                   By:/s/ Frederick W. Jacobs
                                      ------------------------------------------
                                      Name: Frederick W. Jacobs
                                      Title: Vice President, Treasurer and Chief
                                             Accounting Officer

Dated: January 31, 2002